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January 04, 2007

Miva Signs Search Distrubution Agreement with Google

posted by MR WAVETHEORY at 1/04/2007 09:57:00 AM
According to an 8-K filed with the SEC, Miva, Inc. (Nasdaq MIVA) has dropped Yahoo Search (Nasdaq YHOO) and signed up with Google (Nasdaq GOOG). Miva will begin using Google's WebSearch and AdSense services on its websites within 30 days. The agreement lasts 2 years.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agree

On December 28, 2006, MIVA, Inc. ("MIVA") and Google, Inc. entered into a Google Services Agreement (the "Google Agreement") pursuant to which MIVA, and its subsidiaries, have agreed to exclusively utilize Google's WebSearch and AdSense Services for approved websites and applications. Initial approved websites and applications are expected to be from MIVA's subsidiary MIVA Direct, Inc. and are expected to be implemented within 30 days of the date of the Agreement. Pursuant to the terms of the Google Agreement, MIVA and its subsidiaries will generate revenues when consumers click through listings to Google advertisers' websites. The Agreement has a term of two years and contains broad termination rights.

Miva had been a partner of Overture (which was acquired by Yahoo!) since 2001. When Miva signed on with Overture, Overture was still called Go To. The Go To Search agreement terminates on January 27, 2007.

On December 28, 2006, MIVA Direct, Inc., gave notice of termination of the Go To Search Services Order, dated April 26, 2001, and all amendments thereto, to Overture Services, Inc., dba Yahoo! Search Marketing and Overture Search Services (Ireland) Limited. Pursuant to this agreement, MIVA Direct had utilized advertisement listings provided by Yahoo! The termination is expected to be effective January 27, 2007.

The reason for the termination may be several fold:

Google offers better monetization. The word in the industry is that Yahoo is still at 50% of the monetization rate for keywords which means Yahoo earns about $.50 per click for every $1.00 that Google generates.

Yahoo has been competing with Miva and Miva has been hurt badly by Yahoo. A couple of years ago, Yahoo depended on a company called ESpotting to provide it with paid listings and CPC advertising on its European web properties. ESpotting was a leader in European paid search and provided paid search listings to many European portals. Miva acquired eSpotting, which depended on Yahoo for most of its business. However after Miva acquired ESpotting, Yahoo started ramping up in Europe and took the paid listings in house. ESpotting lost quite a bit of business because Yahoo accounted for so much of its revenues. It's unclear to me whether Miva knew about Yahoo!'s decision to compete with ESpotting when it acquired the company. However, I am pretty sure that ESpotting knew. In short, there is some bad blood between Miva and Yahoo and Miva needs the revenue boost.

Miva took a big bath 2 quarters ago, but insiders still appear to be selling stock at prices as low as $2.29. There has been one major purchase on December 15, 2006 by Lowell Robinson for 1.435 million shares. Lowell joined Miva on December 18, 2006 as CFO - formerly he was CFO of HotJobs. A part of his compensation depends on getting the stock up according to the Miva SEC filing:

Mr. Robinson was also granted an aggregate of 175,000 restricted stock units, (i) 140,000 of which are service-based and vest in 25% increments on each of the first four anniversaries of the date of the RSU agreement, and (ii) 35,000 of which are performance-based and vest in 25% increments on the day immediately following the tenth consecutive trading day on which the per share closing price of the Company's stock equals or exceeds $6, $8, $10 and $12, respectively, provided in each case that Mr. Robinson has been continuously employed by the Company from the award date until the vesting date.

Miva is up +14% since he joined. The new agreement should give Miva a much needed boost. As they say in Casablance, "I this is the beginning of a beautiful friendship."

INSIDER TRANSACTIONS REPORTED - LAST TWO YEARS
DateInsiderSharesTypeTransactionValue*
15-Dec-06ROBINSON LOWELL W
Officer
1,435,000DirectAcquisition (Non Open Market) at $0 per share.N/A
1-Dec-06WEBER LARRY
Director
309DirectDisposition (Non Open Market) at $3.42 per share.$1,056
1-Dec-06HEPP GERALD W
Director
309DirectDisposition (Non Open Market) at $3.42 per share.$1,056
1-Dec-06ROTHSTEIN CHARLES
Director
309DirectDisposition (Non Open Market) at $3.42 per share.$1,056
1-Dec-06SIMONSON LEE
Director
309DirectDisposition (Non Open Market) at $3.42 per share.$1,056
1-Dec-06DURRETT JOSEPH P
Director
523DirectDisposition (Non Open Market) at $3.42 per share.$1,788
1-Nov-06WEBER LARRY
Director
309DirectDisposition (Non Open Market) at $3.19 per share.$985
1-Nov-06HEPP GERALD W
Director
309DirectDisposition (Non Open Market) at $3.19 per share.$985
1-Nov-06ROTHSTEIN CHARLES
Director
309DirectDisposition (Non Open Market) at $3.19 per share.$985
1-Nov-06SIMONSON LEE
Director
309DirectDisposition (Non Open Market) at $3.19 per share.$985
1-Nov-06DURRETT JOSEPH P
Director
523DirectDisposition (Non Open Market) at $3.19 per share.$1,668
19-Oct-06PISARIS JOHN B
Officer
9,686DirectDisposition (Non Open Market) at $3.14 per share.$30,414
19-Oct-06GARCIA ANTHONY A
Officer
14,051DirectDisposition (Non Open Market) at $3.14 per share.$44,120
1-Oct-06WEBER LARRY
Director
656DirectDisposition (Non Open Market) at $3.30 per share.$2,164
1-Oct-06HEPP GERALD W
Director
656DirectDisposition (Non Open Market) at $3.30 per share.$2,164
1-Oct-06ROTHSTEIN CHARLES
Director
309DirectDisposition (Non Open Market) at $3.30 per share.$1,019
1-Oct-06SIMONSON LEE
Director
309DirectDisposition (Non Open Market) at $3.30 per share.$1,019
1-Oct-06DURRETT JOSEPH P
Director
523DirectDisposition (Non Open Market) at $3.30 per share.$1,725
1-Sep-06DURRETT JOSEPH P
Director
523DirectDisposition (Non Open Market) at $2.59 - $2.59 per share.$1,3542
1-Sep-06SIMONSON LEE
Director
309DirectDisposition (Non Open Market) at $2.59 - $2.59 per share.$8002
1-Sep-06ROTHSTEIN CHARLES
Director
309DirectDisposition (Non Open Market) at $2.59 - $2.59 per share.$8002
1-Sep-06HEPP GERALD W
Director
309DirectDisposition (Non Open Market) at $2.59 - $2.59 per share.$8002
1-Sep-06WEBER LARRY
Director
309DirectDisposition (Non Open Market) at $2.59 - $2.59 per share.$8002
16-Aug-06DURRETT JOSEPH P
Director
7,474DirectAcquisition (Non Open Market) at $0 per share.N/A
16-Aug-06GOLDBERG ADELE
Director
7,474DirectAcquisition (Non Open Market) at $0 per share.N/A
16-Aug-06OPZOOMER MARK W
Director
7,474DirectAcquisition (Non Open Market) at $0 per share.N/A
14-Aug-06HEPP GERALD W
Director
1,000DirectPurchase at $2.27 per share.$2,270
14-Aug-06CORRAO PETER A
Officer
10,000DirectPurchase at $2.28 - $2.29 per share.$23,0002
11-Aug-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.29 - $2.32 per share.$12,0002
10-Aug-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.23 - $2.6 per share.$12,0002
4-Aug-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.84 - $2.96 per share.$15,0002
3-Aug-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.91 - $2.98 per share.$15,0002
1-Aug-06SIMONSON LEE
Director
309DirectDisposition (Non Open Market) at $3.05 per share.$942
1-Aug-06GUEST FREDERICK E II
Director
309DirectDisposition (Non Open Market) at $3.05 per share.$942
1-Aug-06ROTHSTEIN CHARLES
Director
309DirectDisposition (Non Open Market) at $3.05 per share.$942
1-Aug-06HEPP GERALD W
Director
309DirectDisposition (Non Open Market) at $3.05 per share.$942
1-Aug-06WEBER LARRY
Director
309DirectDisposition (Non Open Market) at $3.05 per share.$942
28-Jul-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.90 - $2.96 per share.$15,0002
27-Jul-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.90 - $2.95 per share.$15,0002
21-Jul-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.70 - $2.9 per share.$14,0002
20-Jul-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.75 - $2.84 per share.$14,0002
14-Jul-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.82 - $2.89 per share.$14,0002
13-Jul-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $2.85 - $3 per share.$15,0002
7-Jul-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.29 - $3.59 per share.$17,0002
6-Jul-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $4.18 - $4.29 per share.$21,0002
1-Jul-06SIMONSON LEE
Director
309DirectDisposition (Non Open Market) at $4.05 per share.$1,251
1-Jul-06GUEST FREDERICK E II
Director
309DirectDisposition (Non Open Market) at $4.05 per share.$1,251
1-Jul-06ROTHSTEIN CHARLES
Director
309DirectDisposition (Non Open Market) at $4.05 per share.$1,251
1-Jul-06HEPP GERALD W
Director
656DirectDisposition (Non Open Market) at $4.05 per share.$2,656
1-Jul-06WEBER LARRY
Director
656DirectDisposition (Non Open Market) at $4.05 per share.$2,656
30-Jun-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.94 - $4.04 per share.$20,0002
29-Jun-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.90 - $4 per share.$20,0002
23-Jun-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.91 - $3.93 per share.$20,0002
22-Jun-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.93 - $3.97 per share.$20,0002
16-Jun-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.89 - $3.96 per share.$20,0002
15-Jun-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.77 - $3.88 per share.$19,0002
14-Jun-06SIMONSON LEE
Director
10,582DirectAcquisition (Non Open Market) at $0 per share.N/A
14-Jun-06SIMONSON LEE
Director
1,543DirectDisposition (Non Open Market) at $3.78 per share.$5,832
14-Jun-06GUEST FREDERICK E II
Director
10,582DirectAcquisition (Non Open Market) at $0 per share.N/A
14-Jun-06GUEST FREDERICK E II
Director
1,543DirectDisposition (Non Open Market) at $3.78 per share.$5,832
14-Jun-06ROTHSTEIN CHARLES
Director
10,582DirectAcquisition (Non Open Market) at $0 per share.N/A
14-Jun-06ROTHSTEIN CHARLES
Director
1,543DirectDisposition (Non Open Market) at $3.78 per share.$5,832
14-Jun-06HEPP GERALD W
Director
13,558DirectAcquisition (Non Open Market) at $0 per share.N/A
14-Jun-06HEPP GERALD W
Director
1,543DirectDisposition (Non Open Market) at $3.78 per share.$5,832
14-Jun-06WEBER LARRY
Director
13,558DirectAcquisition (Non Open Market) at $0 per share.N/A
14-Jun-06WEBER LARRY
Director
1,543DirectDisposition (Non Open Market) at $3.78 per share.$5,832
14-Jun-06WEBER LARRY
Director
13,558DirectAcquisition (Non Open Market) at $0 per share.N/A
14-Jun-06WEBER LARRY
Director
1,543DirectDisposition (Non Open Market) at $3.78 per share.$5,832
9-Jun-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.87 - $3.97 per share.$20,0002
8-Jun-06THUNE PHILLIP R
Director
5,000DirectAutomatic Sale at $3.81 - $3.87 per share.$19,0002
2-Jun-06THUNE PHILLIP R
Director
5,000DirectSale at $4.11 per share.$20,550
1-Jun-06THUNE PHILLIP R
Director
5,000DirectSale at $4.09 per share.$20,450
17-May-06SEIPPEL WILLIAM
Officer
6,200DirectPurchase at $4 per share.$24,800
15-May-06HEPP GERALD W
Director
1,000DirectPurchase at $3.76 per share.$3,760
15-May-06CORRAO PETER A
Officer
25,000DirectPurchase at $3.76 - $3.98 per share.$97,0002
9-May-06THUNE PHILLIP R
Director
101,053DirectDisposition (Non Open Market) at $4.37 per share.$441,601
9-May-06THUNE PHILLIP R
Director
360,000DirectOption Exercise at $1 - $1.91 per share.N/A
4-May-06PISARIS HENDERSON CRAIG A
Director
73,518DirectDisposition (Non Open Market) at $4.23 per share.$310,981
4-May-06THUNE PHILLIP R
Director
57,050DirectDisposition (Non Open Market) at $4.23 per share.$241,321
15-Mar-06GUEST FREDERICK E II
Director
4,113DirectDisposition (Non Open Market) at $3.72 per share.$15,300
15-Mar-06GUEST FREDERICK E II
Director
20,081IndirectDisposition (Non Open Market) at $3.72 per share.$74,701
15-Mar-06GUEST FREDERICK E II
Director
15,000DirectOption Exercise at $1 per share.$15,000
15-Mar-06GUEST FREDERICK E II
Director
75,000IndirectOption Exercise at $1 per share.$75,000


Miva Search Agreement with Google: Miva 8-K

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